Invitation Homes Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

IH1 Holdco L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2017

3. Issuer Name and Ticker or Trading Symbol
Invitation Homes Inc. [ INVH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	80,382,041	I	See Footnotes⁽¹⁾⁽⁸⁾⁽⁹⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock	43,797,131	I	See Footnotes⁽²⁾⁽¹⁰⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock	8,619,746	I	See Footnotes⁽³⁾⁽¹⁰⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock	33,908,708	I	See Footnotes⁽⁴⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock	19,938,109	I	See Footnotes⁽⁵⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock	15,250,871	I	See Footnotes⁽⁶⁾⁽¹¹⁾⁽¹²⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾
Common Stock	18,048,743	I	See Footnotes⁽⁷⁾⁽¹¹⁾⁽¹²⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

IH1 Holdco L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IH2-A Holdco L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IH PP Holdco L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IH3 Holdco L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IH4 Holdco L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK,

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IH5 Holdco L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IH6 Holdco L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IH1 Holdco GP LLC

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IH2-A Holdco GP LLC

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

IH PP Holdco GP LLC

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects securities held directly by IH1 Holdco L.P. The general partner of IH1 Holdco L.P. is IH1 Holdco GP LLC. Invitation Homes Parent L.P. is the sole limited partner of IH1 Holdco L.P. and the sole member of IH1 Holdco GP LLC. These securities were previously held directly by Invitation Homes Parent L.P. On April 28, 2017, Invitation Homes Parent L.P. contributed these securities to IH1 Holdco L.P.

2. Reflects securities held directly by IH PP Holdco L.P. The general partner of IH PP Holdco L.P. is IH PP Holdco GP LLC. Preeminent Parent L.P. is the sole limited partner of IH PP Holdco L.P. and the sole member of IH PP Holdco GP LLC. These securities were previously held directly by Preeminent Parent L.P. On April 28, 2017, Preeminent Parent L.P. contributed these securities to IH PP Holdco L.P.

3. Reflects securities held directly by IH2-A Holdco L.P. The general partner of IH2-A Holdco L.P. is IH2-A Holdco GP LLC. Invitation Homes 2-A L.P. is the sole limited partner of IH2-A Holdco L.P. and the sole member of IH2-A Holdco GP LLC. These securities were previously held directly by Invitation Homes 2-A L.P. On April 28, 2017, Invitation Homes 2-A L.P. contributed these securities to IH2-A Holdco L.P.

4. Reflects securities held directly by IH3 Holdco L.P. The general partner of IH3 Holdco L.P. is IH3 Holdco GP LLC. Invitation Homes 3 Parent L.P. is the sole limited partner of IH3 Holdco L.P. and the sole member of IH3 Holdco GP LLC. These securities were previously held directly by Invitation Homes 3 Parent L.P. On April 28, 2017, Invitation Homes 3 Parent L.P. contributed these securities to IH3 Holdco L.P.

5. Reflects securities held directly by IH4 Holdco L.P. The general partner of IH4 Holdco L.P. is IH4 Holdco GP LLC. Invitation Homes 4 Parent L.P. is the sole limited partner of IH4 Holdco L.P. and the sole member of IH4 Holdco GP LLC. These securities were previously held directly by Invitation Homes 4 Parent L.P. On April 28, 2017, Invitation Homes 4 Parent L.P. contributed these securities to IH4 Holdco L.P.

6. Reflects securities held directly by IH5 Holdco L.P. The general partner of IH5 Holdco L.P. is IH5 Holdco GP LLC. Invitation Homes 5 Parent L.P. is the sole limited partner of IH5 Holdco L.P. and the sole member of IH5 Holdco GP LLC. These securities were previously held directly by Invitation Homes 5 Parent L.P. On April 28, 2017, Invitation Homes 5 Parent L.P. contributed these securities to IH5 Holdco L.P.

7. Reflects securities held directly by IH6 Holdco L.P. The general partner of IH6 Holdco L.P. is IH6 Holdco GP LLC. Invitation Homes 6 Parent L.P. is the sole limited partner of IH6 Holdco L.P. and the sole member of IH6 Holdco GP LLC. These securities were previously held directly by Invitation Homes 6 Parent L.P. On April 28, 2017, Invitation Homes 6 Parent L.P. contributed these securities to IH6 Holdco L.P.

8. The general partner of Invitation Homes Parent L.P. is Invitation Homes GP Parent LLC. The sole member of Invitation Homes GP Parent LLC is THR Investor LLC. THR Investor LLC is owned by Blackstone Real Estate Partners VII-NQ L.P., Blackstone Real Estate Partners VII.TE.1-NQ L.P., Blackstone Real Estate Partners VII.TE.2-NQ L.P., Blackstone Real Estate Partners VII.TE.3-NQ L.P., Blackstone Real Estate Partners VII.TE.4-NQ L.P., Blackstone Real Estate Partners VII.TE.5-NQ L.P., Blackstone Real Estate Partners VII.TE.6-NQ L.P., Blackstone Real Estate Partners VII.TE.7-NQ L.P., Blackstone Real Estate Partners VII.TE.8-NQ L.P., Blackstone Real Estate Partners VII.F-NQ (AV) L.P. (collectively, the "BREP VII NQ Funds"), Blackstone Real Estate Holdings VII-NQ L.P., Blackstone Real Estate Holdings VII-NQ-ESC L.P. and Blackstone Family Real Estate Partnership VII-SMD L.P.

9. The general partner of each of the BREP VII NQ Funds is Blackstone Real Estate Associates VII-NQ L.P. The general partner of Blackstone Real Estate Associates VII-NQ L.P. is BREA VII-NQ L.L.C. The general partner of Blackstone Real Estate Holdings VII-NQ L.P. and Blackstone Real Estate Holdings VII-NQ-ESC L.P. is BREP VII-NQ Side-by-Side GP L.L.C. The managing member of BREA VII-NQ L.L.C. and the sole member of BREP VII-NQ Side-by-Side GP L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The sole shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The general partner of Blackstone Family Real Estate Partnership VII-SMD L.P. is Blackstone Family GP L.L.C., which is, in turn, wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

10. The general partner of Preeminent Parent L.P. and Invitation Homes 2-A L.P. is Invitation Homes 2 GP LLC. The sole member of Invitation Homes 2 GP LLC is IH2 Investor L.P. The general partner of IH2 Investor L.P. is Blackstone Real Estate Associates VII L.P. The general partner of Blackstone Real Estate Associates VII L.P. is BREA VII L.L.C. The managing member of BREA VII L.L.C. is Blackstone Holdings III L.P.

11. The general partner of Invitation Homes 3 Parent L.P. is Invitation Homes 3 GP Parent LLC. Invitation Homes 3 GP Parent LLC is owned by BREP IH3 Holdings LLC and BTO IH3 Holdings L.P. The general partner of Invitation Homes 4 Parent L.P. is Invitation Homes 4 GP Parent LLC. Invitation Homes 4 GP Parent LLC is owned by BREP IH4 Holdings LLC and BTO IH3 Holdings L.P. The general partner of Invitation Homes 5 Parent L.P. is Invitation Homes 5 GP Parent LLC. The sole member of Invitation Homes 5 GP Parent LLC is BREP IH5 Holdings LLC. The general partner of Invitation Homes 6 Parent L.P. is Invitation Homes 6 GP Parent LLC. The sole member of Invitation Homes 6 GP Parent LLC is BREP IH6 Holdings LLC.

12. The managing member of BREP IH3 Holdings LLC, BREP IH4 Holdings LLC, BREP IH5 Holdings LLC and BREP IH6 Holdings LLC is Blackstone Real Estate Partners VII L.P. The general partner of Blackstone Real Estate Partners VII L.P. is Blackstone Real Estate Associates VII L.P. The general partner of Blackstone Real Estate Associates VII L.P. is BREA VII L.L.C. The managing member of BREA VII L.L.C. is Blackstone Holdings III L.P.

13. The general partner of BTO IH3 Holdings L.P. is BTO IH3 Manager L.L.C. The managing member of BTO IH3 Manager L.L.C. is BTOA L.L.C. The managing member of BTOA L.L.C. is Blackstone Holdings III L.P.

14. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

15. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3.

16. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

17. Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	IH1 HOLDCO L.P., By: IH1 Holdco GP LLC, its general partner, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director	05/08/2017
	IH PP HOLDCO L.P., By: IH PP Holdco GP LLC, its general partner, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director	05/08/2017
	IH2-A HOLDCO L.P., By: IH2-A Holdco GP LLC, its general partner, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director	05/08/2017
	IH3 HOLDCO L.P., By: IH3 Holdco GP LLC, its general partner, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director	05/08/2017
	IH4 HOLDCO L.P., By: IH4 Holdco GP LLC, its general partner, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director	05/08/2017
	IH5 HOLDCO L.P., By: IH5 Holdco GP LLC, its general partner, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director	05/08/2017
	IH6 HOLDCO L.P., By: IH6 Holdco GP LLC, its general partner, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director	05/08/2017
	IH1 HOLDCO GP LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director	05/08/2017
	IH PP HOLDCO GP LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director	05/08/2017
	IH2-A HOLDCO GP LLC, By: /s/ Michael Lascher, Name: Michael Lascher, Title: Managing Director	05/08/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Invitation Homes (INVH) Form 3Initial statement of insider ownership